


Private Sessions with a Mushroom Maniac

by Raphael_Antonello



Category: Little Witch Academia
Genre: 69 (Sex Position), Anal Play, F/F, Futanari, Innuendo, Sexual Roleplay, blowjob
Language: English
Status: Completed
Published: 2018-10-18
Updated: 2018-11-30
Packaged: 2019-08-04 02:17:49
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 4
Words: 18,736
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16337888
Author URL: https://archiveofourown.org/users/Raphael_Antonello/pseuds/Raphael_Antonello
Summary: Akko Kagari has rarely succeeded in school. Maybe if her dumb textbooks weren't so dusty and old, she could learn something! Thankfully, Akko has found a new tutor: her cutest and bestest best friend, Sucy. But Sucy has been acting all kinds of weird lately, saying and doing things that make Akko's heart go pitter-patter. Can Akko learn enough in time for the midterms, and figure out what's wrong with Sucy, or will she crash and fail just like always? Only time will tell!





	1. The Deal

Akko Kagari sat in the Luna Nova Academy library, surrounded by several stacks of books. The brunette witch had gathered them up in an attempt to study seriously for once, but so far Akko was still stuck on the first book, glaring hard at the page in order to will the words to make sense. However, no matter how hard Akko tried, the textbook never made sense: it was as if the words simply crawled across the page, determined to remain unreadable. Ugh, why did magic have to be so so so hard? It was like she was reading the book upside down and in a different language or something. 

Across the front of the green book read the simple title  _Astrologie pour les nuls_ in faint purple lettering. 

With a deep grunt, Akko slammed the textbook shut and threw it over to the other side of the table, then grabbed another book from the pile. She rapidly flipped through the pages like a whirlwind, her eyes flashing across each line at a breakneck speed, but each page gave Akko the same results as last time: nothing but big fancy words and gobbledygook that made the young witch go cross-eyed. Her teeth grinding together, Akko clutched her head and shouted to the heavens," What is up with all these stupid books? None of them make a lick of sense! What I'd give for some help right now."

Just as Akko asked her question, there came a loud wooden crack through the library, followed by the squeal of poorly oiled hinges. The large doors to the library swung open, and a lone figure glided inside. The figure was lean, pale, and wore a witch’s cloak that reached to the floor. She moved with a quiet, fluid grace that was oddly snake-like, which was only reinforced by her rarely-seen sharp teeth and pale red eyes. Her pink hair was wavy and reached to her shoulders, as if the pink-haired witch cared little for her own appearance.

The library door closing behind her, the pink-haired witch slithered into the library, past Akko and to a nearby bookshelf. The pink-haired witch cast not a glance to Akko. She simply looked through the books, mumbling under her breath as she searched for a book. “Lion’s Mane... Lion’s Mane... Lion’s Ma- ah. Found you.”

The pink-haired witch pulled a book from the shelf, cracked it open, and read it silently to herself. Akko, who had watched the pink-haired witch enter the library like a rapturous goddess descending from upon high, gasped faintly. 

"Sucy? What are you doing here?" 

Sucy said nothing, and merely continued rifling through her own book. Did she not hear Akko? Never one to be ignored or to neglect a friend, especially her best and honestly cutest friend, Akko grabbed a small pile of abandoned books and went over to her dear friend. Shoving books onto the bookshelf at random, Akko turned to demonic angel beside her.  

"Heya, Sucy! What'cha doing here at the library this time of night?" Akko asked. She grinned wide, her bright eyes affixed onto Sucy. Gosh, when did it get so hot in here? “Oh, did you come to help me put these books away? It’ll go so much quicker that way!"

With a sigh, Sucy tore her attention away from her book. With her left eye covered by a mass of pink hair, Sucy's right red eye fell onto Akko. A faint frown crossed her lips and the eye narrowed. "What? Why would I come all the way to the library to do something pointless like that? I just wanted to find this book."

The pink-haired witch held the book up for Akko to see. The book cover was dusty brown and had a simple, yet stylish floral pattern at the edges. The title read in golden leaf lettering,  _Rare Mushrooms of the World_. Sucy opened it up again and continued with her reading. "I wanted to fact check about the medicinal value of Lion's Mane. Its a rare mushroom said to lower anxiety and improve a witch's cognitive abilities. The jury is still out on the last one though."

Her eye leering at Akko, Sucy said with a smirk, "Who knows, maybe it could help a scatterbrain like you? But I doubt there's enough Lion's Mane in the world to help a dummy like you."

Stamping the ground with her foot, Akko pouted. As great and fun and chocolate-coated deluxe amazing as Sucy was, she could be a real dumb butt sometimes. “Sucy, that’s mean! You just wait, I’ll be an even better witch than Chariot someday, without the help of your dumb mushroom thing!”

With reckless abandon, Akko stuffed the rest of the books haphazardly on the shelves and stomped off, her cheeks puffed out like an angry squirrel. She returned to her table, picked up another book and cracked it open, hoping this one would actually make any sense to her. Sure, it was like trying to squeeze water from a stone, but Akko was one to never accept defeat, at least not for long. 

Due to her little tantrum, Akko did not notice Sucy's gaze follow after her, nor the dark twinkle in the pink-haired witch's eye. Tucking the mushroom tome into her sleeve, Sucy wandered over to Akko, peering over her shoulder. The book of Akko's ire was about astrology, the study of reading the stars. A page about Capricornus stared Akko in the face, as if daring her to make sense of it.

Her tone carefully level, as if bored by the whole conversation, Sucy asked, "Studying for the midterms? What, was Professor Ursula too busy? I'm surprised you're not by her side; did you get lost, like a fawn missing her mama doe?" 

The pink-haired witch poked Akko in the cheek. Her voice took a slightly accusatory tone. "You're with her so much we hardly test potions out together. Those rumors about you and her aren't true, right?"

Akko pushed away Sucy's hand, gasping loudly. Her face flashed a hot pink. "Wh-what? Ew, no way! I'd never see Professor Ursula like that, she's more like a mom than, than what you said!"

Arms crossing across her chest, Akko continued. "And that's right, Professor Ursula is making our tests right now. I just gotta study by myself is all. I'm just by myself... for now..."

With a groan, Akko let her head flop onto the table, burying her nose between the pages of the textbook. She gazed upon the book stacks around her like a tiny mountaineer before an impossibly steep and icy mountain, its sharp peaks disappearing into the foggy clouds overhead. For a simple and honest girl like Akko, the halls of academia were a cold and empty place full of shadows that hid the truth, and while she braved them regardless, sometimes it felt hard to continue after being met with failure after failure. 

Her knuckles tightening, Akko said, "I just... I don't want to disappoint everyone. My parents, for spending a fortune to get me here. Professor Ursula, whose always helping me out. Myself. I just, I don't want to mess this up like I mess everything else up..."

Akko slumped over in her seat and ruffled her own hair, groaning loudly. “Ooooh, why does studying have to be so hard?”

Sucy stared down at her friend, watching Akko fret over her studies. The pink-haired witch turned her head this way and that, as if tossing around puzzle pieces inside her mind to piece them together. After a few moments of this, a toothy grin split across her face. 

“Hm. Well, if you're gonna be so pathetic about it..."

Sucy leaned down on the table with one hand, before placing the other onto Akko's shoulder. The gesture instantly shook Akko out of her funk, if only because of how unusual it was: Sucy hated physical contact with other people, calling physical affection a 'weakness of the flesh' and 'the brainless sheep huddling together.' Sure, Akko wanted nothing more than to touch Sucy all the time, holding the pink-haired witch close until Sucy knew how much Akko loved her... as a friend, but what could possibly possess her to hold Akko now, out of all times?

Fortunately, Akko did not have to wait long for her answer. Gesturing to the book stacks, Sucy said, "The midterm starts on Friday. That gives us three days to study, including tonight. How about I tutor you? I might not be a know-it-all like Diana, but I know enough to tutor you in astrology and other areas."

Sucy placed the other hand on Akko's other shoulder, her shadow falling over the brunette witch. She chuckled darkly.

"What do you say? Do we have a-"

Before Sucy could finish, Akko popped out of her chair like a jack-in-the-box, throwing off Sucy's hold. Spinning around in the air, the brunette witch then grabbed Sucy by the shoulders and pulled her in close, until their noses were practically touching. 

“Really?”

Akko’s eyes lit up. The brunette witch was always ready to accept help from friends, and right now she reaaaally needed help. Her heart soared at the idea of spending hour after hour with Sucy, the two climbing the tall peaks of knowledge and exploring the halls of academia together, discovering new truths and warmed by each other's company. She could just picture it now, her and Sucy burning the midnight oil as they read book after book, huddled together on Sucy's bed. They would swap stories about themselves between chapters and giggle like school girls over fond memories. Akko would lean on Sucy's shoulder, treasuring her presence, and maybe, just maybe Akko's hand might find Sucy's under the blankets.

Her heart filled with such daydreams, Akko said, "That's so nice of you to offer, Sucy! Sure, I'd gladly-"

Just then, Akko paused. Her eyes narrowed and she gripped Sucy's shoulders just a bit tighter. “Wait a minute? What’s in it for you? Got a bunch of potions to test on me? Want me to run errands in the forest of Arcturus?”

As much as Akko appreciated Sucy for her super-smart brains, her undying loyalty, and her super cute and pretty face, like wow, how did Sucy get her hair to be so bubblegum pink and smell like strawberries, and Akko could get lost in those rose-colored eyes, and oh my gosh you guys, Sucy's skin was super smooth and cool like the world's greatest statue, she could just melt in those perfectly chiseled arms...

... what was she thinking about? Oh yeah, not blindly trusting Sucy, that's smart. 

Sucy shrugged weakly, unable to meet Akko in the eye. Their faces were so close that they could see the pores in each other's skin, and unsurprisingly, Sucy's face was flawless. It was painted red though, and for a moment Akko pondered if her totally platonic friend was coming with a cold. 

"N-no, its n-nothing like that. I just want to ease each other's tensions."

Clearing her throat, Sucy pushed Akko away to arm's length. Her face still red as a tomato, Sucy wiggled an eyebrow saucily at Akko. "If you know what I mean? I want to bonestorm with you. All to help you pass midterms." 

Akko stared as Sucy weirdly wiggled her eyebrow. How did Sucy do that? Akko sure didn't have that much control of her face muscles. It was just more evidence that Sucy was super talented and cool. Still, Akko frowned.

“I know English isn’t my first language, but I always thought the word was pronounced 'brainstorm?'” Akko shrugged, and before Sucy could react, Akko pulled the pink-haired witch into a hug. She squeezed Sucy tight, nuzzling her fondly like a cat to its owner. "But if that's all you want in return, I'll gladly accept. Thanks a bunch, Sucy! How about we get started now?"

Sucy grunted and groaned as Akko rubbed up against her. Her red eye glared at the brunette witch, who smiled obliviously to Sucy's intentions. "You don't... understand. I meant we should-"

Before Sucy could finish, Akko pulled away from the hug and sat back down. She pointed to the last page she was on, the page on the constellation Capricornus. 

"So, could you explain this sea goat thing? I can’t even pin down when it’s happening because the equinoxes change over time! It used to happen in the winter solstice in December, but that’s changed since 130 BC! And all these books are ancient and have different information about when the sun is now influenced by this constellation!”

The brunette witch looked up at her pink-haired friend, her eyes big and lip quivering. She looked all for the world like a lone puppy dog begging to be adopted, to be saved from her cardboard box home and to be brought into the warmth. Even the cold-blooded Sucy felt her heart skip a beat at the sight, so with a faint sigh, she pulled up a chair and sat down beside her friend. She leaned over Akko until their shoulders were touching and Akko could feel Sucy's breath on her neck. 

"Let's see here..." Sucy brought her finger to the textbook, her eyes squinting. The text was in French and the paper yellowed with age, but it was still legible. "Capricornus is among the faintest constellations. It is best visible in September at 9 PM. It is can be found between a latitudes of sixty degrees and and a negative ninety degrees."

Her eye flickered to Akko, and Sucy gave her a playful nudge of the shoulder. "Got any other questions? Whatever it is, I'll tease the problem out of you until you're ripe to burst, then thrust in the answer so hard you'll explode with joy. Get what I mean now?"

Akko nodded her head in understanding. Her body felt all sorts of funny with Sucy literally breathing down her neck. Not a 'haha' funny, but a strange kinda funny that made Akko's skin feel all warm and tingly while her stomach did somersaults. She often felt this way around Sucy, and a small part of Akko wondered if Sucy felt the same way. She sure hoped so, because as nauseous as this feeling made Akko, it was still oddly pleasant. 

"Y-yeah! Capricornus, that sneaky sea goat thing, is nearly invisible except in September! Guess that trickster cannot hide all the time, right?" 

"Right..." Sucy said, rolling an eye as she growled under her breath. 

The rest of the tutoring session went on like this: Akko would read through the textbook until she hit a tough wall of text, and Sucy would explain how to break that wall down into tiny, understandable bricks of knowledge. At the end of every chapter, Sucy quizzed Akko on what she learned from the chapter. The process was slow and painful at first, but with each chapter, reading got easier and the pace picked up. By the time the clock struck eleven and the school librarian gently, but firmly insisted the two witches clean up and leave in five minutes, they had gone through 5 chapters. 

"Wow, that went really well!" Akko said as she and Sucy put away the remaining books. "Things make so much sense the way you explain it, Sucy. Maybe you should become a teacher after you graduate?"

"Only if I get to discipline naughty students like you," Sucy said. A sadistic smile crossed her face as she stared into the middle distance, sinking into a fetish-filled daydream. "Just imagine it: you, bent over my desk while my leather riding crop hits your backside? I place my high-heeled boot on the table and whisper into your ear, 'ready to accept more punishment,' and you cry and beg for more."

Sucy shivered and slurped up some drool that gathered at her lips. "Wouldn't that be just the best?"

"Hmph!" Akko pouted, thrusting in the last book into the bookshelf at random. She would likely incur the librarian's wrath later for her wholesale abuse of the Dewey Decimal system, but Akko couldn't care less about that for now. "Maybe for you, but I don't wanna be hit on the butt! I'd prefer a great teacher like you stroke and pet my butt. Like, really treat it well, like you're taking me on a fancy dinner date, and we cuddle on the couch later as we watch a sappy romance and feel all warm and fuzzy together, you know? That's what good teachers should do."

Sucy stared at Akko. "... you sure you're not horny for Professor Ursula?"

"Not in the slightest!"

"Whatever," Sucy said, gritting her teeth. "So long as you catch on soon enough. I want my payment by the time midterms are over."

"You never said anything about charging me money."

Sucy just groaned. Truly, Akko's shield of innocent idiocy was a formidable opponent. The pink-haired witch simply walked to the library entrance. Before her back disappeared through the doorway, she said, “Study some more if you like. I'll brainstorm some new techniques to help tutor you. Tonight I was more of a teacher than a tutor, so don't expect me to hold your hand next time. Good night."

And with that, the library door closed with a snap and Sucy disappeared from sight.

"Hm," Akko said, her eyes on the library door that had swallowed Sucy. So things would get tougher from here? Well, Akko was used to a tough education, so she knew what to expect. She would just have to try harder, think better, and keep at it until she reached the top of this mountain. How hard could it be when she had Sucy by her side? Truly, there was nothing Akko couldn't overcome when her best and 110% heterosexual friend Sucy was with her. 

That, and Sucy's amazing butt. Akko couldn't help but stare at it when Sucy walked out the door. It was a round butt, a big butt, a soft butt that could be the world's best pillow for a certain brunette witch whose name certainly wasn't Atsuko Kagari. Akko bet Sucy could smother someone in their sleep with a pillowy butt like that, like an assassin's deadliest weapon. Or as they're better known, Ass-ass-ins. A small part of Akko hoped that she would never know the terror of such a fate, while a much larger part of her not-so-secretly hoped she would, as much as Akko blithely ignored her own feelings. 

Her head filled with memories of Capricornus, Sucy, Libra, Sucy, Lupis, Sucy's butt, and Sucy Sucy Sucy, Akko grabbed the last of her things and left the library as the lights flickered off, already looking forward to another private session with her mushroom-obsessed best friend. 

 


	2. The Request

**Summary for the Chapter:**

> A chapter in which tests are taken, memories are explored, and requests are made.

The hour was here. It was time for the astrology midterm at Luna Nova Academy, and every witch in Professor Ursula’s class had a quill to paper, busily scratching answers while precious knowledge sloshed around inside their skulls. Most of them would likely forget the finer details of the exam, but that was to be expected: few witches could be expected to memorize every detail of a test. No, this exam was a greater judge of a student’s ability to briefly hold a lot of information than commit it all to memory. So long as the witches of Professor Ursula’s class understood the basics of astrology and some random nuggets of knowledge, Professor Ursula could be content that she taught her students well.

Two such students were Akko Kagari and Sucy Manabaran. They sat in the center second row, both with their eyes to the test. While Sucy paced herself and answered each question with perhaps a minute or two of thought, Akko blazed through the test, then double checked and triple checked her answers. She eyeballed the test for so long that when there was only 10 minutes of the test left, she was eyeballing a question about the constellation Aries for the fifth time.

Just as Akko’s quill hovered between whether Aries could be found in the northern or southern celestial hemisphere, Sucy quickly slipped her a piece of paper with the utmost discretion. At the same time, Sucy stood up from her seat and silently approached the podium. Professor Ursula pulled her nose from the smutty romance novel tucked between the pages of a larger textbook, and gave a wide if tired smile.

“Oh, you're done, Sucy? Excellent!” Professor Ursula said softly. When Sucy placed her paper atop the test pile, Ursula flicked her wand over it. The paper glowed white briefly before flickering an emerald green: a simple test to check for magical trickery. When the paper glowed green, Ursula nodded her head with an apologetic smile.

“Sorry about that. Just, er, standard protocol!” Professor Ursula said. Sucy simply nodded.

“Don't mention it.”

As quiet as a ghost, Sucy walked down the stairs of the podium. The pink-haired witch paused only once, giving Akko a short glance. Then, without a further word, she left the exam room.

Akko quickly pocketed the note, hoping Professor Ursula didn't notice it. Thankfully, it seemed the blue-haired teacher was too consumed with reading a textbook to notice. It must have been a really good book, because Professor Ursula was practically drooling over the pages. Gosh, Professor Ursula was so smart; Akko wish she could love books that much.

After she gave her exam one last glance over, hoping that all of her private sessions with Sucy had paid off, Akko stood up to submit her own paper. Professor Ursula gave her a bright smile as she took the test and wished Akko a good day. Her smile oddly reminded Akko of her hero and the best witch in the world, Shiny Chariot, which made Akko's stomach do backflips, but the brunette witch pushed such feelings aside.

No, no way... that was impossible...

As soon as Akko was outside of class, the brunette witch breathed a sigh of relief and leaned against the hallway wall. That midterm was hard, plenty hard, and yet Akko felt a measure of confidence. Perhaps for the first time, the brunette witch didn't feel the need to cross her fingers and pray for success. Sure, she was sweating bullets, but deep in her bones Akko felt like she had at least passed.

And it was all thanks to her best and prettiest friend, Sucy. What a gal she was, so smart and helpful to aid Akko in her time of need. Akko really had to thank Sucy somehow, like find her an ultra-rare mushroom, eat a luncheon at the Last Wednesday Society's cafe, or give Sucy a back massage? Something that could really help Sucy out, and bring them even closer as friends who totally don't get lost each other's sparkling red eyes.

Which reminded Akko of the note in her pocket. Pulling the piece of paper from her pocket, Akko opened the note with a flourish and read it.

“Meet me in our room. We have things to discuss. Come alone.” Akko said, reading aloud. The note was written in Sucy's neat handwriting, the words clinically exact and clean. The words struck a chord with Akko.

Oh no. That's right, Sucy hadn't helped Akko out of the goodness of her heart! It was a favor, and Sucy always collected on her favors. With agonizing, mushroom-hunting, experiment-taking interest! No one accepted a favor from Sucy unless they were super desperate, and while Akko had been desperate before the exam, now that it was over, Akko was more desperate to escape returning the favor.

Akko could just picture it now: the moment she wandered into the dorm room, Sucy would jump her and pin Akko to the floor. Sucy would cackle that spooky and sexy laugh of hers, sit on Akko's chest, and jam a disgusting potion down her throat. Akko would turn blue or grow rabbit ears or turn into a living zombie, a puppet to Sucy's alluring ways. Whatever foul deeds Sucy had in store for her, Akko would just have to submit to herself to Sucy, body and soul, until her body trembled with sweat and tears for her pink-haired master, licking her boots and okay, this train of thought was creeping her out.

Shivering, Akko pondered exactly what favor Sucy had in mind. Perhaps if she thought back on her time with Sucy, she could piece together some clues as to what fate awaited the brunette witch...

 

* * *

 

 

It was the morning after their first session. Akko and Sucy sat down on the floor of their dorm room, the pair of them still wearing their pajamas. Sucy shuffled a deck of flashcards in her hand while Akko patiently waited cross-legged.

“I gave it some thought last night, after watching you struggle with book learning,” Sucy said. She finished shuffling and laid down twelve flashcards before Akko. “You might be a dummy, Akko, but you're not stupid. You just learn differently than other people.”

Sucy pointed to the flashcards, and in particular the card labeled 'Lyra.' On the back of the card was a doodle of a harp-looking object. When Sucy flipped the card over, the card read off basic information about the constellation in fancy cursive: _Lyra, North of Vulpecula, south of Draco. 52_ _nd_ _largest constellation. Commonly seen in the North Hemisphere in the summer. Its main stars count 6, but it is made up of 73 stars in total. Its brightest star is Vega, the fifth brightest star in the sky. Lyra symbolizes the the lyre of Orpheus, the legendary Greek musician._

Sucy flipped the card back over and tapped it with a finger.

“How many times did you read those Shiny Chariot cards of yours?” Sucy asked. Without a hint of shame or hesitation, Akko nodded her head.

“More times than I can count.” Akko said. “I probably looked at them almost every single day, ever since I was five years old.”

“And that's how many times I want you to look at these cards,” Sucy said. She held up another flashcard, the one labeled 'Draco.' There was a doodle of a cartoonish dragon on the card. “There are 88 constellations in the night sky. If you can memorize these flashcards like you memorized those Shiny Chariot cards, you'll ace the midterm for sure. Just think of it as a game if it helps your dumb brain learn faster.”

“R-really?” Akko stared wide-eyed at Sucy, her mouth slightly agape. “That's awesome, Sucy! This has got to be the your best idea yet!”

“I-It's nothing,” Sucy said, looking away. Her cheeks were as pink as her hair, which made her even cuter than normal in Akko's humble opinion. “Any idiot could think of it.”

“But still, this is so cool.” Akko picked up a flashcard about the constellation Hercules and flipped it around ( _South of Draco, North of Ophiuchus..._ ). On its back was a doodle of a man flexing his biceps. Each card had similar doodles and short factoids about a constellation, and there were eighty-eight of them. It would take some time, but with enough hard work and practice, Akko was sure she could learn all... of... it...

Akko furrowed her brow. “Wait, eighty-eight flash cards? How did you make eighty-eight cards since last night, Sucy?”

It was then that Akko noticed that the shadows below Sucy's eyes were darker than normal, and the pink-haired witch's eyes were bloodshot. The back of Sucy's right hand had been washed, but there was still the telltale signs of ink stains. The sight shot a stab of guilt in Akko's heart, and she inched closer to her best and sleep-deprived friend.

“Sucy, you... you did all of that? For me?”

Despite her worn state, however, Sucy simply shrugged.

“It wouldn't be the first sleepless night I had. It will be all worth it.”

Sucy blushed and slurped noisily, staring off at the middle distance at some fantasy only she was privy to. Akko simply leaned forward and put a hand on her shoulder. She put on a brave face, her eyes glittering with confidence.

“Sucy... thank you. This means so much.” Akko said. “I promise to work my hardest to learn from these flashcards, past the exams, and what are you staring at?”

Due to the hour, Akko and Sucy still wore their pajamas, and in typical fashion, Akko wore red bottoms with a white T-shirt. A very loose T-shirt with a wide collar. Sucy stared straight ahead at the Akko and down her collar, eyeing the small but round mounds inside.

“Nothing. Nothing at all,” Sucy said, an eyelid twitching. “... god damn, it will be worth it.”

After that, Akko and Sucy spent the rest of the morning going over flashcards before getting ready and heading out to class. The whole day, Akko focused all of her energy to learn in class, especially from Professor Ursula's last-minute cram sessions, oblivious the whole time to the hungry stares Sucy shot at her. They studied some more after class, and went to bed just after curfew.

And the very next day, Akko had the strangest conversation with Sucy over breakfast.

“So Akko...” Sucy said, biting into a slice of jellied toast. She sat across from the brunette witch, who sat next to Lotte. “Are you ready to butter my biscuit after midterms?”

The moment the words left Sucy's mouth, Lotte sucked in air and nearly choked on her orange juice. Akko’s face knitted in confusion, and she glanced across the table, only saw a single biscuit on her tray. The gears shifted in her sleep-addled head rapidly, until Akko pulled the plate closer, hovering over her tray of food like a protective mother duck over her ducklings.

“Say what? Oh no, no way you’re not getting hold of my food, Sucy!” Akko said, arms crossed over the food tray. She pouted in defiance, like a porcupine about to launch its barbs out to a meddlesome weasel. “I know we're super-duper best friends and we share stuff like a dorm and books and bar soap–”

“You guys share what!?” Lotte asked, her voice shrill.

“–but I draw the line at sharing food.” Akko shook her head back and forth furiously. “Nuh uh, not happening. Never ever ever!”

Sucy rolled her eyes and shook her head. “No, you idiot. I mean I want to take a bite out of your juicy crumpet. I cannot keep my eyes off it.”

“You cannot have that either!”

Nearly pulling her hair out, Sucy stood up and pointed at Akko. “How can you be so dense? I want to bake the potato with you!”

This made Akko pause. She looked over her tray again: pushed off into the corner was a half-eaten plate of hash browns. The brunette had played with them earlier, lacking much appetite to eat more accursed potatoes.

Akko’s face brightened like the sun coming out after a rainy day, and she pushed the hash browns over to Sucy. “Then why didn't you say so? Here you go, Sucy ol' pal, oh friend of mine. Some tasty, totally not-disgusting hash browns. Uh, if you want, I can squirt a smiley face in ketchup on it.”

Sucy just groaned and put a hand to her face.

“... fine. But only if you cast a magical spell over it too.”

“You got it, best buddy!”

Sucy strangely grumbled to herself about cute idiots while Akko waved her hands over the hash browns, uttering fake magical words over them. It was a spectacle that would have made Professor Finnelan rant about 'real magic,' but it otherwise felt like a normal breakfast with a good friend and Sucy. Nothing particularly helpful there.

And finally, just this morning and before the exam, Akko wondered if Sucy gave any hints when they took their morning bath. Most mornings, she and Sucy took a quick bath together, sharing the fourth floor bathroom of the West Dormitory. The porcelain bathtub was too small to fit more than one person, so while Akko took the bathtub, Sucy showered. They switched each day to keep things fair, and never once did either see fit to change the situation, even if Sucy tended to space out a lot, usually staring at a spot not far from Akko.

Until today. While Sucy showered, her face towards the stream of hot water, Akko sneaked behind the pink-haired witch. With a burst of speed, Akko grabbed Sucy from behind, hugging Sucy tightly.

“Skinship surprise!” Akko shouted, giggling loudly. Her full body pressed against Sucy's back, bare skin-to-skin.

“Sorry if I spooked you, Sucy!” Akko said. She helpfully wiped a stray soapsud from Sucy's shoulder, her hand caressing Sucy slowly from the neck down to her elbow, because that's what friends do: they help each other. “I know I’m not the best student, but I really appreciate all your help.”

At first, Sucy didn't speak. She simply made some weird croaking noise, like a frog was violently dying in her throat. When the pink-haired witch found her tongue, she choked out a few stray syllables together.

“N-not a... problem, g-guinea pig. Oh geez...”

Her smile wide and innocent, Akko said, “I promise, I'll make it up to you somehow! You bent over backwards for me, so I should do the same for you!”

Wordlessly, Akko's hand found its way to Sucy's hip. For reasons Akko couldn't explain to herself, she gave it a gentle squeeze. Huh, that's weird. Bad hand, bad! Don't squeeze Sucy unless I tell you too.

Sucy licked her lips, her eyes swiveling in their sockets. She glanced over her shoulder to Akko, even as Akko's other hand stroked her head, running grooves in that supple pink hair. Gosh, this close it smelled like strawberries, but Sucy always used bar soap. Was it Sucy's natural odor?

“In that case... you can start by lending me the tub?” Sucy said. “I, er, want to use it, now that I'm done... showering.”

Akko frowned a bit at the change of routine, but nodded her head. She waved a hand over to the bathtub. “Sure thing, best buddy! I'll just finish showering here!”

And for the rest of the wash, Akko showered while Sucy rested in the tub. Akko felt Sucy's eyes on her the whole time, like a hawk eyeing a baby bunny from a tree, but it sent an pleasant shiver down Akko's spine. Somehow, whenever Akko was with Sucy, the brunette felt safe and secure, even if Sucy had nasty plans for Akko. Deep in her heart, the brunette knew Sucy would never purposely hurt her, at least not without some way to quickly heal and protect her. That just meant Sucy was a good friend that Akko could trust through and through.

 

* * *

 

All these memories swirled inside Akko’s head like the foul ingredients of a dark brew. She hoped they would coalesce into a clear image, some understanding what Sucy had planned, but Akko thought of nothing. And yet, something about her memories made Akko feel oddly... safe. Whatever Sucy had planned for Akko, it surely wouldn't be so bad. Heck, maybe it would be fun. Akko was always up for a good time with her kind and totally asexual friend.

“Oh, what if its Sucy wants me to brush and braid her hair?” Akko said, as she began her way towards to the western dormitory. She giggled and blushed as she climbed up the stairs to the third floor, and took a left towards the dormitory entrance. “She's probably real sensitive about it, what with her hair being perfect and all. So she wants me to do it when she knows I'll try extra hard to please her?”

Whatever the case might be, Akko continued on her way. Once in the west dormitory, she climbed the stairs to the fourth floor and walked down the hallway to the farthest room, where she and Sucy slept. Oh, and Lotte too. With a deep breath, Akko grabbed the door handle, and then threw the door open.

“I’m back!” Akko said. She gave a quick look around the dorm before her eyes fell onto Sucy.

To be perfectly honest, Akko half-expected Sucy to be hunched over her potions, preparing a deadly poison that could kill even a rampaging minotaur. Indeed, there was a freshly-made potion hissing and bubbling away inside Sucy's potion kit, which rested atop the girls' shared desk. An emerald fluid sloshed around inside a complex series of glass bulbs, tubes, and jars, and at the end of the chaotic mess was a single vial. The green fluid dripped slowly from a tightened faucet head into a long vial, one drop per minute. It was half-way done filling up the vial by the looks of it.

However, instead of eyeing the vial carefully, Sucy sat atop of her bed with her legs behind her head. The pink-haired witch was practicing her yoga. She had stripped out of her school uniform, leaving her with only her socks, skirt, and white undershirt. Her purple tie hung loose from her neck, almost begging to slip off at any moment.

“So, you're back,” Sucy said, her voice quite calm for someone whose body was twisted in a manner no body should stretch. Akko swore that Sucy used magic to enhance her yoga techniques, because there was surely no way the human body should naturally stretch like that. She swore Sucy practiced yoga for the sake of creeping people out with her flexible body as much as she did it for the exercise.

In a small corner of her mind, Akko wondered just how far Sucy could stretch those lean legs of hers, and then immediately shoved the thought down.

“Y-yeah,” Akko said, nodding her head. She watched Sucy change positions, shifting into a tight ball with both legs behind her head to sitting cross-legged with both hands stretched vertically behind her back. The sight made it hard to think of anything but Sucy teaching Akko how to stretch like that, her hands touching every part of Akko's body to guide her from position to position. Just a bit lamely, Akko repeated herself. “I'm back.”

“How was the exam?” Sucy said, raising an eyebrow. “How do you feel about the results?”

That changed Akko's mood right away. Her heart swelling and body feeling lighter, Akko said, “I think I did pretty good! I probably even managed to get a passing grade! You were a lot of help, thanks Sucy!”

She paused for a moment, then remembered the favor. Gulping hard, she pulled out the note and waved it in the air in front of Sucy. “Oh, yeah! You wanted to talk to me about something? What is it? Is it something important?”

“Yes, it is something important, Akko," Sucy said.

Slowly, Sucy unfolded herself from the yoga position, her muscles rippling softly. She gently stood up, took the note, and gave it a glance. After placing it on the desk, she leaned against the desk. Her figure cast in shadow from the golden light of the dying sun.

“But first, I have to ask: have you picked up on _any_ of the hints I've been dropping this week, or are you really that oblivious?"

Sucy's red eye almost seemed to glow in the pale light. She looked more serious than Akko had ever seen her. Somehow, Akko doubted Sucy wanted her to brush her hair now. Despite that, the brunette witch couldn't be seen as forgetful on top of being book dumb, so with a twist in her gut, Akko just nodded her head.

“O-of course I’ve picked up on them! Y-You said it yourself, I'm dumb, but not stupid. All this time, you've been hinting that you, uh, w-want something?”

Never let it be said that Akko was a good fibber. She squirmed under Sucy’s unimpressed gaze, hoping the answer was satisfactory enough for the taller witch.

“You're as bad at lying as you are at magic, Akko," Sucy said. Still, the pink-haired witch sighed and cracked her neck by swirling her head around. “But... I guess I haven't been really transparent either. Innuendos only take someone so far when talking to a dummy.”

“Innuendo?” Akko asked, raising an eyebrow. “Is that a type of food?”

“I also kept forgetting about the cultural and language barrier,” Sucy said, as if Akko hadn't spoken. She shrugged with a faint frown. “Your English is so spot-on that I forget you've been out of Japan for the past six months.”

“G-going on seven!”

“Exactly.”

Sucy pushed off the desk and walked over to Akko, until she stood right in front of the brunette witch. Without her typical hunch, Sucy stood about half a head taller than Akko. She placed both hands on Akko's shoulders, her expression carefully blank.

“Now, close your eyes. I'm about to ask for my favor. And d-don't...”

It was then that Akko saw, perhaps for the first time, a real flash of doubt cross Sucy's face. The pink-haired witch tightened her grip on the shorter brunette, her eyes to the floor. Traces of fear, desperation, desire and more danced in those red eyes, almost like a hurricane. Sucy bit her lip with her shark-like teeth, her face blushing red as a rose. It was a moment of weakness, of vulnerability that Akko had never quite seen Sucy show before, and it tugged at the brunette's heart strings.

Slowly, Akko raised her hands up to embrace Sucy, to tell her it was alright, that she would accept whatever favor Sucy had in mind because they were the bestest of best friends in the whole wide stinking world, and that Akko would never abandon her or hate her or mistreat her, and only work every day to see that beautiful smile of hers so that every night when they fell asleep together, Akko could reach over, take Sucy by the hand, and whisper sweet nothings and do that every day until their hair turned gray and they got all ugly and they could be buried side-by-side in death as in life, and become trees locked together in an eternal dance forever and ever...

… because that's what friends do for each other: they support each other, no matter what.

However, before Akko could hold Sucy, Sucy recovered first. The pink-haired witch's eyes firm and certain, as if she had decided something to herself. With a deep breath, Sucy spoke again.

“Sorry. Just... just don't hate me for this, please?”

“S-Sucy! I could never-!

“Just close your eye!” Sucy said, just a tad sharply. Akko flinched, and a flash of regret flickered across Sucy's face. With a frown, she said, “Sorry.”

“I-Its okay...” Before the situation worsened, Akko dutifully closed her eyes.

A few moments past, and Akko felt Sucy's eyes on her. It was as if the pink-haired witch wanted to be sure Akko truly couldn't see. There came a gentle breeze across Akko's face, but with the windows closed, she guessed that Sucy waved a hand in front of her face. Akko's eyelids didn't even flutter.

A few more moments past. Sucy took a deep breath, then sighed heavily. Akko felt Sucy's hands fall from her shoulders.

It was dark, standing in her dorm room with her eyes closed. The sun was setting, burning the horizon red and gently darkening the sky, making it so Akko truly couldn't see. Apart from the dark, Akko could sense other things: the scent of strawberries, the taste of lunch still on her tongue, the heat off of Sucy's body. There several sounds as well, such as the breathing of both witches, the hiss of the emerald potion, the hum of cloth rubbing together, and just the faintest sound of something popping off.

What was Sucy doing? What sort of favor was this? Akko didn't know, but if it was Sucy, she could damn wait here all night, and morning too. At least until she had to go to the bathroom, because even the closest of friends don't allow each other to make a mess of themselves.

Finally, Akko felt something new: Sucy's hand on her wrist. The pink-haired witch held onto Akko's arm and gently lifted it up. Akko instinctively clutched her hand open and close, her brow furrowed.

“Wha–?”

“Hush. Don't speak, not yet. Just... let me guide you...”

Sucy guided Akko's arm with ease. Akko had no idea what Sucy had in mind, but she trusted her. Even if this was for some sort of prank, like Sucy sticking Akko's hand into a hazardous liquid, or onto a sticky and gross mushroom, Akko knew Sucy would have a healing elixir or a hand wipe ready. Sure, Sucy didn't want to be blamed for scarring or killing a fellow student, but Akko knew deep in heart that Sucy was not a bad witch. Sure, she could come off as cold, and she was definitely sadistic, but Sucy could be cooperative like the time they tried to win the Luna Nova Cup together, and also kind like how Sucy tried to help Akko learn to fly.

That, in Akko's short and simple book about witches and magic, made Sucy a good witch.

Finally, they reached whatever destination Sucy had in mind, because Akko's hand bumped into something. She tightened her grip to feel whatever it was, and felt something warm and squishy. It had a certain amount of give to it, like the leather of an upholstered chair, yet was also firm. It was mercifully did not ooze slime like Akko had feared, but the longer Akko touched it, it grew slightly damp. At the top of the unseen object, Akko felt a slight bump. When she flicked it with two fingers, she felt it grow stiffer like cake batter rising and hardening.

It also got a strange reaction out of Sucy, whose breathing got heavier the more Akko played with the strange object. Akko frowned.

“Sucy? Is something wrong? You're making weird noises, like a kinda grunting sound.”

“N-no, its fine, its fine.” Sucy said. The pink-haired girl voice was obviously strained, which just made Akko doubt her immediately.

“Mmm, if you say so...” Akko said. “Can I open my eyes now? Am I touching what you wanted me to touch?”

There was a short pause before Sucy spoke.

“Y-Yes. You're there. You're holding it. The heart, the heart of the problem.”

Akko heard Sucy take a deep breath, then exhale. The cracking left Sucy's voice as Akko almost audibly heard the pink-haired witch steel herself.

“Okay. You can open your eyes.”

Akko immediately obeyed, and opened her eyes. Sucy was standing in front of her like before, if a step or two back. Her face was as scarlet as the sky right now. The sun was still setting over the horizon, there was no sign of any hazardous potions or disgusting mushrooms, and Akko's hand was touching Sucy's left boob.

Akko blinked and rubbed her eyes with her available hand. She stared at Sucy, then down at her hand.

Her hand was on Sucy's left breast. Sucy's white shirt was open and her bra unhooked, pushed down to her stomach in haste. Her purple tie lay on the floor, forgotten. Sucy's breasts were bare, exposed to the open air. Much like Akko's own breasts, they were on the small side, perhaps no larger than plums. The pale flesh was soft in Akko's hand. The nipples on the breasts were a purplish-grey, not unlike Sucy's eyelids. The nipple of the left breast were pinched between Akko's thumb and forefinger, explaining Sucy's red-faced expression.

Oh. _Oh_. So that's what Akko was touching. That explained a lot, actually. Really, Akko was silly to not figure out sooner. Guess she was a dum-dum, after all? Akko would have giggled at her own foolishness if not for the fact that her hand was on Sucy's boob oh god oh god why was her hand on Sucy's boob, she was feeling up her best friend and why did it feel so natural and right and good and why was she still teasing the nipple!?

Akko moved to pull her hand away, but Sucy tightened her grip around the brunette's wrist. Akko's head whipped back and forth between Sucy and her hand, her lips opening and closing soundlessly. Her face still red, but eyes looking straight ahead, Sucy asked Akko one simple question.

“Akko Kagari, I love you. Will you make love to me?”

The whole world stopped for Akko, her face turning pale as a ghost. Huh?

 

 

 

**Notes for the Chapter:**

> It was never within my plans for this story to exceed two chapters, but once chapter 2 reached 16 pages halfway through the editing and revision process, I decided to cut it into two chapters. Nobody has time for that sh*t, yo. Enjoy some more build up to the raunchy stuff coming next chapter, you filthy animals.


	3. The Confession

Upon reflection, it was hard for Sucy to pin down when it all started. Maybe her feelings began during their practice for the Luna Nova Cup. Her guinea pig worked herself to the bone and endured all of Sucy's schemes from bungee jumping off the New Moon Tower to being dragged dozens of kilometers across the Sports Field, all to learn to fly. Despite this, Akko never gave up and pushed herself to reach the sky like the other. Sure, when Akko finished second after that prissy Diana, she got down on herself, but the brunette took pride in briefly taming the legendary Shooting Star, which had bested many other witches.

While she hated to admit it at the time, Akko's determination and optimism struck a chord with Sucy. Akko reminded Sucy of a little girl she once knew, a little girl who spent years mastering potions to discover why she first awoke upon a doorstep one frosty winter. Perhaps there was more to the airhead than met the eye? If nothing else, Akko was durable as hell; the dummy shrugged off being launched from a cannon for heaven's sake! That made her a valuable test subject for Sucy's experiments, and ensured they spent more time together...

Or maybe her feelings began when Akko joined Sucy and Constanze for movie night? Sure, the dummy couldn't make heads or tails of Apkallu's plot, but the fact that Akko kept trying to share Sucy's interests was oddly heartwarming. One time, Akko nodded off during the movie and fell asleep on her shoulder. In the pale light of the movie room, Sucy leaned her head back, content to cuddle with her slumbering friend.

In her private moments, Sucy wondered if Akko could make for a fearsome, yet tragic fish person like Apkallu. To be held in cold, slimy arms and embraced by a wet, scaly bosom would be heaven for Sucy. For all she cared, Akkallu could carry Sucy away into a musky bayou and make her a fishy bride of the forbidden lagoon...

Or perhaps her feelings began when they met upon that stony bridge in Glastonbury. Those first friendly words, that open and sincere smile, those kind and warm eyes were so unfamiliar to Sucy. Never had she seen such eyes without a trace of pity or disgust or contempt lurking deep within. It was as if a shard of the sun had fallen into the cold sea that was Sucy's home, a shining star that shared its light with the twisted witch.

Like the fool she was, Sucy had tried to snuff out that star when its unfamiliar warmth scared her, but that starlight did not go out. It only burned brighter and embraced Sucy with all its might, accepting Sucy for her twisted mind and depraved interests. Anyone else would have run away in the opposite direction, but not Akko. Never Akko.

So perhaps it was inevitable that she would fall in love with Akko Kagari. However, that didn't mean the pink-haired witch ever intended to confess. How could she? Akko was a pretty and likable girl. Sure, she sucked at witchcraft, but even idiots have their charm. Given enough time, Akko would likely fall into the arms of a handsome warlock who would whisk her away, or a rough and tumble witch like Amanda would seduce her. Sucy had seen how Amanda's eyes lingered on Akko's cute butt, much like her own did.

With competition like that, how could Sucy the creepy, mushroom-loving witch with a vore fetish ever hope to win over Akko? They were better off as friends; that way, Sucy could always have Akko by her side, no matter how much the pink-haired witch craved for more. So it came as a surprise to Sucy when she heard herself utter these very words.

“That gives us three days to study, including tonight. How about I tutor you?”

Good god, what was she thinking when she made that offer? Sure, Sucy played it up like she just wanted to fuck Akko's brains out for a quick lay, and Sucy really did want to fuck Akko, but deep down, Sucy knew it was about more than that. She had jumped off the slippery slope, and now there was no turning back.

All Sucy could do now, even as she stared into Akko's red eyes as the brunette looked between her and the hand on Sucy's breast, was wait for Akko's answer and pray to the Nine Olde Witches for the best.

 

* * *

 

Akko Kagari was speechless. The brunette witch stared wide-eyed at Sucy, her jaws tightly shut like metal wires ran through the muscles. What should she say? What could she say? Akko didn't know what favor to expect from Sucy, but it certainly wasn't this. Why couldn't Sucy just force feed her a potion already and be done with it? She could at least understand how horrible that was, rather than the unfamiliar horror of being awkwardly propositioned!

Through sheer willpower, Akko managed to wrench her mouth open. Then, with the eloquence and refined intelligence that she made herself known for, Akko spoke.

“Ba-wha–?”

With her mastery of the English language thoroughly confirmed, Akko then tumbled backwards onto Sucy's bed like a puppet severed from their strings.

Sucy looked over the fallen Akko, the brunette caught in a daze. An arm crossed over her bare chest, her lips tightened.

“I, I see,” Sucy said. The pink-haired witch clearly tried to keep her voice level, but the tightness in her throat was clear. “W-well, it was your choice. Always your choice. Th-thank you... thank you for listening to the end.”

With but a single tear in her eye, Sucy dashed for the exit. She managed to get the door halfway open when Akko suddenly popped out of bed like a jack-in-the-box.

“Sucy, w-wait!”

Sucy's head jerked over her shoulder to see Akko standing in the middle of the dorm room. The brunette witch broke out into a sweat, her face flush as a rose. When it was clear she caught the pink-haired witch's attention, Akko cleared her throat and stood up straight.

“Y-you didn't let me finish...” Akko bit her lip, feeling her insides do somersaults. She was doing, she was really gonna do this, oh gosh, this was both Akko's dream come true and her worst nightmare all rolled into one big great ball of what the fuck.

“I, I never said 'no.' You know me, I suck at emotional stuff like this. I don't know the proper English words.” Akko raised a hand to her heart, which thumped so hard she was surprised its echoes didn't bounce off the walls. “Let me just... show you.”

Hand raising to her throat, Akko gently tugged at her purple tie and loosened it. She did the same for her collar before she pulled the tie off completely, lazily dropping it to the floor. Next went her school-issued vest, which she threw onto her bed. Finally, one by one she unbuttoned her white undershirt and pulled open the shirt, exposing herself to Sucy.

Not that there was much to expose. Akko wore a pink push up bra that had its work cut out for it; Akko's chest was just a tad larger than Sucy's breasts, like comparing plums to peaches. That didn't keep Akko from looking away in red hot embarrassment while Sucy stared with her mouth wide open.

When Sucy didn't speak, Akko continued.

“Sucy... I l-like you too. Like, a whole lot. Like, holding hands underneath a moonlit sky while we ride our brooms together lot.” Akko licked her lips. Wow, her sweat tasted really salty and pretty good. “I was just too much of a dummy to really realize it until now. I'm sorry. Do you still want to–?”

Before Akko could finish her sentence, Sucy's lips crashed into hers, nearly shoving the brunette witch to the floor. Thin arms quickly wrapped around Akko and held her close, pressing their bodies together tightly. Akko felt Sucy tug on her hair as long fingers dragged across her scalp.

It was crappy first kiss, and it was obvious: it was nothing like the fairy tale kisses Akko read as a child, where the dashing prince swept the princess off her feet, or like in the movies where a single kiss made a lucky girl's leg curl up, or even like Lotte's Nightfall fan fiction, which still gave Akko nightmares. This kiss has hot and wet and hard as months of sexual frustration poured out of both girls. Whenever Akko pushed into the kiss, her nose bumped into Sucy's, and whenever Sucy pushed into the kiss, her sharp teeth clanked against Akko's. They barely exchanged any spit because half the time they were effectively licking the other's cheeks. They were both awful virgins who should have practiced kissing more pillows before stepping up to the big leagues.

However, in this time and place, in this singular moment, it hardly mattered. Akko felt like her heart was over the moon for this chance to share her flesh with Sucy, and judging by Sucy's passion, she probably felt the same too. The kiss lasted until they couldn't hold their breath any longer, and when they pulled apart, they stared into the other's red eyes. Their breath was short and wet drool was splattered across their faces, but in that moment, there was no more beautiful sight than this.

Then Sucy snorted and covered her twisted grin.

“That silly look suits you, Akko,” Sucy said, cackling under her breath. “Face all red and covered in my spit... you make a first rate clown!”

Akko puffed her cheeks up and huffed. “W-well, you're one to talk! You totally don't look super hot right now. And careful with those teeth, I don't wanna be hurting come morning!”

“Trust me, Akko,” Sucy said, a dark glint flickering in her eye. “Come morning, you'll be begging me to hurt you.”

With that, Akko was pushed backwards and fell onto Sucy’s bed. A moment later, she felt Sucy’s full weight as the pink-haired witch pounced on her. She only let out a little 'eep!' before Sucy climbed up to her cheek and planted a kiss there, their bodies grinding against each other.

Kiss after white hot kiss fell onto Akko, who was helpless before Sucy's onslaught. Like a ravenous beast craving virgin flesh, the pink-haired witch pulled back the brunette's collar further to reveal the fragile flesh underneath. Sucy gave a dozen more kisses before, like a wolf ready to feast on tender rabbit meat, she opened her mouth wide and bit Akko's neck.

“Aah!” Akko cried, as though a hungry piranha was tearing into her. The pink-haired witch sucked on the neck, her sharp teeth pinching the vulnerable flesh like a vice. Akko half-expected to feel warm blood trickle down her neck any moment now, but only felt sloppy drool lather her skin before it went cool.

To her own surprise, Akko felt almost... disappointed? No, that wasn't the word. Frustrated? No. Underwhelmed? Close, but nope. Gah, why is English so hard? Akko couldn't quite figure it out, but it was as though Sucy wasn't quite delivering on what Akko expected. It was as if Sucy was holding back, as if she was...

… as if she was worried about hurting Akko. Of hurting her and freaking her out and scaring her away forever. Oh. Oh, Sucy.

In that moment, Akko understood how Sucy must have felt all these months, months of pining after the brunette witch in silence, fearful of getting too close to her precious sunlight. In the dark corners of her mind, Akko admitted that she felt the same: Akko liked Sucy and always had, but the pink-haired witch was always an enigma to her. Not unlike Icarus, Akko was afraid that if she got too close to Sucy, invaded her personal bubble once too many times and pried too deeply into her mind, that the pink-haired witch would run out of patience and stop being her friend. That belief made Akko's insides twist up into knots, but to think Sucy felt the same? It was just too sad!

But Akko knew how to make it right. She would never hold back on Sucy again, if it meant that Sucy did the same. So, wrapping her arms around the pink-haired witch and hugging her close, Akko moaned, “H-harder... give me... all you got.”

Sucy froze on the spot, her lips still around Akko's throat. It only took her a moment to recover though, because a moment later, Sucy whispered into Akko's ear.

“You sure? I wanna do it, I really do, but–?”

Akko nuzzled her bestest best friend in the whole wide world. The brunette didn't know what this would make them after tonight, but Akko sure as hell wouldn't let Sucy suffer alone ever again.

“Y-yeah. I want you, Sucy. I want all of you. And I'll give you all of me.” Akko leaned forward and kissed Sucy on the lips before cupping a cheek with a hand. Red eyes glittered like rubies in the paling sunlight, her love reflected within those gems. “So take as much as you like!”

A silence hung between them, but it was an understanding silence. Sucy gave a weak chuckle and said, “Fine, I'll take every last drop. Just don't come complaining to me after I've broken you.”

“I look forward to it.”

Sucy kissed Akko back before she returned to the brunette's neck, which she bit harder this time. Sharp teeth racked against soft skin, leaving groove marks and tiny beads of blood like red diamonds. Sucy sprinkled dozens of diamonds across Akko's skin, and all the while her hands roved up and down the brunette's body, fondling and caressing her gently. A certain magical energy crackled between the two witches and filled them with a warmth they never knew before.

Akko didn't neglect Sucy either, squeezing the pink-haired witch's long legs and cushy rear. While Sucy bit Akko again and again, lapping up tangy blood with her pink tongue, Akko brushed back her long bangs. A small smile crossed Akko's face as she stared into both of Sucy's red eyes. Such a sight was a rare privilege to behold, and the fact that Sucy shared her true face with Akko made the brunette sigh deeply as her heart filled to burst.

After leaving a necklace of bloody diamonds across Akko's neck, Sucy gently slid off of Akko and fell to her side. Their eyes met and another jolt of magic coursed between them. The space between Akko and Sucy was almost invisible; in that moment, the two witches felt closer than ever before, as if they were one whole witch. Slowly, Akko entwined her fingers with Sucy's, who wore that rare and small smile that only Akko could coax out of her.

“For a dummy, you sure are beautiful,” Sucy said. Akko giggled and nodded her head.

“Thanks! So are you! How'd you get so pretty, Sucy?” Akko leaned forward and kissed Sucy on the cheek. “Did you use one of your potions?”

Sucy snorted and rolled her eyes. “If a potion could improve these looks, I'd make a million pounds.”

Akko tapped Sucy on the nose. “Guess you're right! There's no improving on perfection!”

“Whatever you say, Akko,” Sucy said with a shrug of her shoulders.

Without further ado, Akko slowly unbuttoned the rest of Sucy's shirt, with much more skill than Sucy had did in her haste. The shirt was tossed to the floor alongside the pink-haired witch's bra. At the same time, Sucy pulled down Akko's skirt, followed by the brunette's panties. Soon all that remained on Akko was her half opened shirt and bra, and Sucy in her skirt and panties. The two witches sat on opposite sides of the bed after disrobing each other, taking in the sight.

Akko’s heart thumped in her chest. It was so odd seeing Sucy like this. Just the other day, they shared a naked bath together. Yet now was different; Sucy wasn't just naked, she was exposed. The pink-haired witch was fully exposed to Akko and she was the same. The sight brought a tear to Akko's eye and she thanked the Nine Olde Witches and the stars above for bringing her and Sucy together.

Sucy's pale, sweaty skin almost glistened in the golden light of sunset. Her bare chest was narrow and almost flat, her breasts no bigger than plums. Several of Sucy's upper ribs could be seen through her skin, giving the pink-haired witch an almost skeletal appearance. The only part of Sucy that had significant flesh were her long legs and round rear, which felt like overripe fruit to the touch. If not for that and her long hair, Sucy could be mistaken for a boy. In Akko's eyes, however, Akko only saw the smartest and cutest girl in the whole wide stinkin' world.

While Akko ogled Sucy, Sucy returned the favor. Akko looked amazing, naked from the waist down with that small, but still adorable butt of hers and those supple legs. Sucy ran her hands up and down those well-shaved limbs, feeling them go on forever. Equally shaved was Akko's crotch, where only a small patch of brown hair remained, and beneath that Akko's pink womanhood. The clothes left on Akko made the girl look fittingly disorganized, and even if Sucy only catch a glimpse of Akko's peach sized breasts beneath that pink bra, it was nice to look at all its own.

As if unable to contain herself any further, Sucy crawled across the bed towards Akko, and putting put both hands on her shoulders, Sucy pushed Akko down again. Without words or sound, their lips met in quiet harmony.

After that first terrible kiss, each kiss got better and better. As they made out, Akko grew more adventurous and slid her tongue into Sucy's mouth, who readily accepted it.

Waves of electricity shot through Akko's body, stiffening her body up. Her mind was blown at the sensation of Sucy sucking on her tongue, playfully pushing it from cheek to cheek, and then slipping her longer tongue into her mouth. While they swapped spit, Sucy slid a hand underneath Akko's pink bra to fondle and grope the tiny breasts beneath, further heating things up between the two witches.

Then, with deft fingers, Sucy pinched Akko's nipples. The brunette let out a low, sexy moan like an animal in heat calling for a mate, and indeed, Akko felt a familiar warmth between her legs. She felt how sopping wet she was, how her body craved release from this rising tension. Akko wanted, no, needed Sucy to kiss her other lips as well, and panting heavily, the brunette gently pushed off Sucy. While the pink-haired witch kneeled beside Akko and patiently waited, the brunette leaned against the headboard, spread her legs, and opened her pink womanhood, showing Sucy her dripping wet pussy.

“H-hey, Suce? C-could you k-k-kiss me here too?” Akko asked. She ran a finger gently over the lips to further open her entrance, the sticky juices clinging to her fingers.

The effect on Sucy was immediate: the pink-haired witch exploded into a cherry bright blush and visibly drooled, eyeing the treat before her. Baring her sharp teeth like a man-eating tiger on the prowl, Sucy nodded her head.

“Hah, do you even need to ask? You'll need a crowbar to pull me away.”

Grabbing Akko by the knees, Sucy dragged both hands down the thighs towards the wet pussy. When she reached the labia, she teased the outer pink lips with her thumbs before dragging her hands back to the knees, leaving a trail of vaginal fluid across those smooth legs. Akko gave another long moan even as Sucy lowered her head to Akko's crotch.

“Such pretty lips...” Sucy said, her face inches from Akko's pussy. Her hot breath came in damp and gentle on the moist lips, tickling Akko's most precious spot. The brunette quivered at the sensation while Sucy licked her lips. “And they're all mine to kiss.”

With that, Sucy dipped her head down and licked the pink pussy. She gave it a few cursory licks to sample the flavor before moving down to the taint. She then licked upwards, dragging her long tongue across those wet lips up to the clit.

Akko had a oily taste with just a hint of salt and peaches, possibly from the girl's body wash. The lips spread easily to the touch as Sucy licked it again and again, first with more licks from the taint to clit before she swirled circles around the aching pussy. With a glint in her eye, Sucy fingered Akko's entrance with two fingers, smirking up to her lover as she licked pre-cum from her lips.

“Mmm, something tells me this isn't your first time, Akko. How many times a week do you touch yourself? Two, three times?” Sucy said with a chuckle. Then her eyes narrowed as a dark glint entered them. “Who do you think about when you do it?”

Her fingers just lightly pushed at Akko's entrance, teasing it with her fingertips. “I won't continue until you give an answer.”

Akko squirmed, her body aching for Sucy to touch her more, to feel the pink-haired witch inside her most precious spot. She bit her lip and groaned as the heat of sex engulfed her body. “A-Almost every other day. I-I do it f-first thing in the morning, s-so you and Lotte don't hear it.”

Sucy didn’t push deeper; she clearly expected more. Her body ablaze with passion, Akko said with a whine. “O-Okay, fine! I, I think about... I think about you. And Shiny Chariot, whenever I look at my poster. A-and D-diana, once or twice, when she acted nice for once. But mostly you, I swear!”

“I see.” Sucy continued to gently push against Akko's entrance, wobbling her fingers and down to spread the pressure around. A toothy grin flashed across the pink-haired witch's face. “That's fine, Akko. I'll forgive your mental infidelity. It's not like we were together until today, after all.”

Sucy leaned forward until she was eye-to-eye with Akko. “But from this day forward, I'm gonna fuck your brains out so much that you won't even glance at another girl. Anytime you masturbate, I'll be the only person on your mind. I'll etch myself so deeply into your dumb brain that I'll be sex incarnate to you.”

Akko breathed deeply, her mind cloudy from all the teasing. Her eyes glazed over, Akko said, “B-by the Nine, I love your sexy talk.”

Sucy giggled with a far less sinister smile. “Only for you, guinea pig.”

With that, she thrust her fingers up to the knuckle into Akko's eagerly awaiting snatch.

Akko's response was instant: the brunette tensed up, her whole body seized with visceral pleasure like molten metal shot through her veins. The inner walls of her pussy gripped tightly onto the pink-haired witch's fingers, and it took a moment for them to loosen up before Sucy could continue, massaging Akko's insides slowly.

Sucy fingered Akko with a few strokes before she spoke again. “But Shiny Chariot, huh? I shouldn't have expected anything less from an otaku like you.”

“Wh-what can I say?” Akko said, watching Sucy's fingers do their job. “R-redheads are super sexy.”

Sucy flipped her pale pink hair. “Thanks, guinea pig.”

In and out, in and out the fingers stroked Akko's insides. With every other thrust, the muscles clenched Sucy's fingers, as if desperately trying to keep them fro leaving. Soon Sucy's hand was covered in pussy juice, the warm liquid to rapidly cool to the open air. At the same time, Sucy stroked Akko's abdomen, drawing circles on her flesh. On every third rotation, her hand would dip down just low enough to tease Akko's clit for a few seconds before returning to its cycle. A full circle of pussy juice was left over Akko's body as a result, the sticky liquid hardening against her skin.

Akko panted and groaned. Sucy was so good at this! It felt so much better than when she touched herself. She wondered why that was? Did she just suck at masturbating, or was Sucy that much of a pro? Her heart beat faster at the thought of making love to a bonafide sex goddess.

Her lips moving faster than her brain, Akko asked, “S-Sucy, how often do you do this to yourself? You're so good, the best!”

Before Sucy could answer though, Akko realized how unfair this situation was. Sucy was the one asked for sex, but she was the one doing all the work! She really should return the favor. That's what bestest best friends did, right? Wait, were they still friends now? No, stop, no time to get distracted by stray thoughts now!

“Hey, Suce? I-I have an idea,” Akko said. Her legs curled up, trapping Sucy's arm between them. The pink-haired witch turned at the brunette with a questioning look.

“Yeah? What is it?”

Akko gulped hard. This was such a naughty idea, but she couldn't stand the thought of Sucy not enjoying this moment as much as she was. Sure, she could just get Sucy off later, but it wouldn't be the same, dammit!

Her eyes unable to meet Sucy's own at the moment, Akko said in a choked whisper, “W-why don’t you... why don’t you come up here and, uh... sit on my face? I wanna... I wanna return the favor.”

Sucy raised a single eyebrow, but with a wide smile and a final sharp thrust into the wet pussy, she said, “That's gotta be your best idea ever. Maybe our tutoring sessions rubbed off on you in other ways too.”

With that, Sucy pulled out and sat up on the bed. After some careful twisting and maneuvering of limbs, Sucy's butt was squarely planted in front of Akko's face. Her skirt was already half-pulled off, and her panties so soaked with womanly fluids that they were almost transparent. The sight of the burning pussy practically made Akko ache as well. Gently, Akko pulled the panties and skirt down to Sucy's feet, who promptly kicked them off and gave Akko a full view of the rear.

Sucy's rear was, in short, a masterpiece. If there were any gods in heaven, they must have wept with tears of joy after carving this piece of flesh from stone. The skin was flawless and a grayish pink, as if cut from soapstone. Both butt cheeks were round and full, and when Akko grabbed them, her fingers sank into the tender flesh. When parted, the ass cheeks revealed a dark pink womanhood that leaked fluids like sweet honey, and a cute little asshole just below that. Akko was mesmerized at the sheer sight of it and felt privileged to finally see this ass in its fully glory.

Akko was only torn from her daydream when Sucy spoke up. “Hey, dummy, how about less looking and more licking? I'm horny here too, you know.”

As soon as Sucy spoke those words, she slapped her ass down on Akko’s face and resumed her own licking, once again sending sparks of pleasure over Akko that tingled down her spine and reverberated through her entire being.

Akko found a pair of pussy lips pressed right against her own lips, and her nose between the butt cheeks. Even without opening her mouth, some womanly fluids seeped past her lips and tickled Akko with the flavor of Sucy.

The taste was similar to Akko's, both oily and salty. However, there was a touch of strawberry that gave Sucy a tangy, sweet flavor. Not only that, but Sucy had a strong and thick scent, almost like a cloud of musky mushroom spores mixed with spice-laden cigar smoke. The scent curled and twisted in Akko's nose and filled her head up with warm feelings. The brunette swore the scent tasted like the color blue. If Akko could smell this scent every day beneath Sucy's ass, then she could die happy.

Akko then did what she did best: she ate. She didn’t start with any paltry licks either, no, she dove straight into the main course and ate Sucy out, slurping and tongue fucking that oozing wet pussy so much that Sucy's body shook. Akko ran her tongue in circles over the pink-haired witch's clit before shoving it deep into her vagina, doing everything she could to make Sucy feel good as hard as possible. It wasn't long before Akko's entire face was soaked in vaginal fluids and her tongue dripping with drool and pre-cum.

But there was still something missing. The hole her nose kept poking against, Sucy’s asshole, begged for Akko's attention as well. She felt the urge to play with it, so lubing her fingers with the pussy juices covering her face, Akko slowly drilled a single finger into the tight hole.

The response was instant as Sucy gave a short cry. Akko cringed inside for a moment. Uh oh, did she cross a line? Did Sucy not like it up the butt? Oh no, did she ruin the whole mood?

Thankfully, Akko didn't have to wait long for a response, because a moment later she felt something long and hard thrust into her own asshole. Akko yelped as Sucy lifted her head up, her eyes glittering with mischief.

“Aah, Akko, you always manage to surprise me,” Sucy said, digging grooves into the brunette's tender ass flesh. She drove a finger up Akko's asshole until she reached the knuckle before clenching it, getting another sharp moan. “If I knew that's the way you wanted to play... I would have started with that hole from the beginning.”

Grinding her thick ass deeper into Akko's face until it nearly disappeared, Sucy continued. “Mmm, judging by how tight you are, you've never put anything up your butt before, right? Guess I took your butt virginity too! Thanks for that, I'll treasure it always.”

With that, Sucy pulled her finger out of Akko's asshole before replacing it with her tongue, piercing deep inside with the long, pink organ. Akko moaned loudly as she felt Sucy taste her insides in more ways than one, but never one to be outdone, Akko returned the favor, licking at Sucy's hole before worming its way inside.

The taste of ass was more bitter than the taste of pussy. It put Akko in mind of those vegetable pies Lotte's mom sent her that one time. They were called hapansilakka pies, if she recalled correctly? Whatever they were called, they tasted as foul as Sucy's asshole, but Akko couldn't very well deny Sucy now, right? If nothing else, they'd talk about boundaries later, so they knew where to draw the line with sex. Yeah, that sounded smart and mature like the young adults they were. Thanks, brain!

While Akko ate out Sucy's ass and vice versa, the pair of witches did not neglect their still needy pussies either: while Akko fingered the pink-haired witch, Sucy played with Akko's clit by twirling her fingers around it. When she pinched the pink pearl between her fingers, Akko gave a deep moan and shoved her face deeper into Sucy's ass, her tongue nearly touching the rectum like a snake burrowing into its underground den. This in turn sent shock waves of physical delight through Sucy, who only pinched harder.

The sex, the closeness, her feelings for Sucy, they were all too much. Half-smothered underneath that amazing ass and her mind foggy from the tastes and smells that swirled around and consumed the brunette witch, Akko felt her whole being tighten up as she neared release. No, she wasn't ready, not yet! Why cannot it last longer? Just another five more minutes, please!

Her body had other plans in mind, however, and gripping Sucy tightly as the pressure mounted, Akko gave a long, hard cry as she came. It was a hard one, a flash flood that came so fast that she couldn't even warn Sucy about it.

“Mmm! Suuue!” Akko said, her voice muffled by the big ass. As she came, her mind went completely blank: gone were the thoughts of every day distractions, the worries about passing the next exam, her passionate adoration for Shiny Chariot, her rivalry with Diana, and even her distant yet tantalizing dream of becoming a great witch. All of it washed away in that moment like detritus on a beach, pulled away by waves of pleasure. All Akko thought about was all-consuming warmth and Sucy Sucy Sucy.

Distantly, as if observing the on-goings of a distant planet from orbit, Akko felt Sucy stop licking. The pink-haired witch's body shifted, Akko's fingers and tongue coming out of her pussy and ass respectively with a wet plop. Fresh air flowed into Akko's lungs, her face chilled without ass flesh to warm it.

For a moment, Akko almost thought it was over before the ass came back down, this time with Sucy's full weight on it. Sitting up on Akko's face, Sucy wiped some pussy juices from her face before licking them off her hand.

“Hmph. You naughty girl. I wanted to finish first,” Sucy playfully growled above her, hopping on the spot so her body fell onto Akko's face even harder, grinding deeply against Akko. “Oh well, no use crying over spilled mushroom extract. You'll just have to eat me out some more, you lucky dummy.”

Although she groaned a little from the pain of being Sucy's seat, Akko was not one to disappoint the girl she loved. She gripped both of Sucy's ass cheeks and dagging her fingernails across the skin, eliciting a low moan. Then, opening her mouth as wide as she could, Akko continued pleasing Sucy's naughty hole.

Sucy moaned as the tongue pierced her insides again, the brunette putting her full energy into it. What Akko lacked in expertise or finesse she made up for with raw passion, and as Sucy sat on Akko's face, the magical energy of raw sex filled her thin frame. The pleasure was like a flame, burning her body up with its heat, but it was also like water, all quenching and all consuming. Sucy groaned with pleasure, bobbing her butt up and down as Akko pushed against it, riding out the blissful buzz like one rides a horse.

"A-Akko... you, you're not that bad..." Sucy said, her voice a faint whine. Her body shaking like a leaf, the pink-haired witch gripped at her flat chest, teasing one of her own nipples. When Akko finally got creative and teased Sucy's own clit with a teasing pinch and finger flick, the pink-haired witch half-fell forward as fresh pleasure shot straight to her head. Luckily, she caught herself by grabbing onto one of Akko's breasts for support, her fingers digging into the pink bra still clasped onto her chest.

It was long before Sucy's muscles tightened up deep within her body, bundling tightly as if ready to spasm. Just as they reached their breaking point, Sucy said, "So, so close! Keep going, Akko, you big, beautiful dummy...!”

With that, the dam broke apart and a torrent of joy burst out of Sucy with gusto. The pink-haired witch moaned loudly as she rode the waves of the orgasm, her eyes rolling back in her head. She keep thrusting down onto Akko, absolutely covering the brunette's face and hair with her womanly fluids. Drool dripped from Sucy's lips, and her whole body rattled from head to toe.

"Aaaah!"

The orgasm lasted almost a solid minute, but as it finished, the pink-haired witch slipped and fell off of her seat, collapsing beside the brunette. Sucy kept her eyes shut while the last traces of the orgasm coursed through her body before she slowly opened her eyes.

After the excitement of sex and the heart-aching stress of their mutual confessions, there was little tension between the two girls. In the golden afterglow of the moment, there was just one question left to answer: what to do next?

Akko wasn't wholly sure. What could she possibly say to Sucy after confessing her feelings for the pink-haired witch? Did this still make them friends? Bestest best friends? Gir– girlfriends? She didn't know, and that thought scared her a little bit. But as she stared into Sucy's eyes and saw the rare warmth within them, Akko knew that they would never be apart.

Still, she had to say something, something deep and meaningful that would send Sucy's heart soaring with joy. After taking a deep breath, Akko said in a faint voice, “That... that didn’t taste half bad, actually.”

Genius. Nailed it. Just call her Akko, Master of Flirting and Smooth Talk.

Sucy just snorted and grinned, rolling her eyes.

“By the Nine, Akko, is that the first thing you got to say? What a way to make a girl feel special,” Sucy said, a few strands of hair falling over her face. She brushed them aside without a care. “... but, thank you. If you like my taste so much, I guess I have no choice but to let you sample it every day."

“Well, it’s at least better than the constant taste of potatoes!” Akko laughed, before realizing just what Sucy had said. Her heart skipped a beat, and she put a hand over it lest it escape from its bony cage. She sat up in bed, if only to escape the ringing in her ears. “Oh. Good. I, I do wanna continue this...”

She waved haphzardly between herself and Sucy.

“... whatever this is. Whatever we are.”

Sucy placed a hand on Akko's thigh, looking up at the brunette witch that she loved. It almost hurt to look at Akko now, for radiant light almost seemed to glow from her, but Sucy kept on looking to see past it to see her best, loving and caring friend underneath it all.

“Whatever we are,” Sucy said, giving Akko a gentle squeeze. “I'm sure we'll do it together.”

Leaning up in bed, Sucy embraced Akko. The hug was gentle at first, as if Sucy was afraid that Akko would evaporate into a cloud of fireflies into the night sky, but then Akko hugged Sucy back. They held each other close, sharing their warmth even as the last of the dying sun disappeared over the horizon and sleep silently claimed them both.

 

 

**Notes for the Chapter:**

> Well, this chapter was a lot of fun to write for obvious reasons. I'm glad to finally finish this story, since its the first multi-chapter Sukko fan fiction I've written so far. Admittedly, in my rush and excitement to finish this story, I neglected to complete 'Heart of Anemone,' but with this story complete, I can focus and complete that story.
> 
> Oh, I may also write a shorter and even more smutty 4th chapter to this story. It won't be considered canon, and it will be too kinky and fetish-heavy to post here, but it will be posted somewhere online. Feel free to PM me if you wish to see it.


	4. The Crack Chapter

In the dark heart of the Underworld, there ruled the Demon Lord. The Demon Lord's reign was a harsh and cruel one, led with an iron fist. A iron fist with spikes and fire, and also a kickass gold insignia engraved on it! The Demon Lord had ruled over the bottomless pit for eons, unmatched in her power and malice. She made her home in the city of Pandemonium, her ancient castle towering over all.

The castle was forged out of the bedrock of the Underworld, and crafted with black obsidian and cold steel. Its structure was gothic in style, with sharp towers that disappeared into the misty skies of the Underworld, and walls lined with dozens of demonic gargoyles. Lava spewed from their mouths and into the shark filled moat that surrounded the castle. For these were not normal sharks, but giant lava sharks with barbed teeth that spewed fire! It was totally the scariest and most badass castle in the nine circles, just the right fit for the beautiful, er, terrifyingly beautiful Demon Lord who lived there.

And in this castle, there was a throne room of the most dire sort: the room was wide as a giant's back and long as a dragon with black pillars decorated with red cinnabar holding up the lofty ceiling. A deep purple rug led all the way to the Demon Lord's throne, which was made of bone and dozens of swords. Wait, wouldn't that be very pointy and hurt the Demon Lord's poor butt? Er, no wait, the Demon Lord was too powerful to even notice; the throne felt like it was made of the finest silk to that demonic backside.

Now the Demon Lord sat upon her throne, lying back with the casual grace of a lazing cat. The Demon Lord had a single blood red eye, the other obscured by her poison pink hair. Her skin was pale as a corpse and soft like a baby's bottom. Scratch that, its cold and smooth like the first ice of winter. Two curvy horns erupted from her head, the same color as her eyes. Her mouth was rimmed with rows of sharp teeth, excellent for ripping apart flesh and also giving her cute girlfriend super sexy hickies.

Not only that, but the Demon Lord wore a inky black dress carved out of solid darkness with a snake skull as a pin. Rare gemstones were encrusted into its sockets. Her nails were long and yellowed from age as well as wicked sharp, like seriously, they hurt like a motherfucker when they drag across my back. And not least of all were the leathery bat wings that erupted out of the Demon Lord's back with muscles as strong as an ox, as fierce as a hurricane, and they really just pulled the whole look together.

And this Demon Lord, who struck fear into the hearts of men, made children weep, and caused archdemons to out into a sweat, was known as the one and only–!

Sucy suddenly jerked, grinding her fat butt across Akko's face. She grunted as she repositioned herself before finding a comfortable spot, namely with her girlfriend Akko's nose placed between her butt-cheeks while her heavy nutsack rested on Akko's chin. The pink-haired witch idly gripped her large cock with one hand, lazily jerking the throbbing member up and down.

  
“Jeeze, will you stop shouting up my ass? It's driving me nuts,” Sucy said, itching her ballsack. “Cannot we just enjoy the moment? Dick growth potions only last for so long, you know. And how by the Nine did you convince me to do this outside?”

Akko jerked up slightly, grinding her nose directly against Sucy's asshole. The brunette squirmed uncomfortably on the cool green grass.

“S-Sucy! I-I'm building up the scene, so I gotta talk!” Akko said. “And, well, I didn't want to do something like _this_ in our room. Not after Lotte walked in last time...”

The pair of witches, Akko Kagari and Sucy Manbavaran, were outside of Luna Nova Academy on the very fringes of the Arcturus Forest. There were no giant towers of doom, only tall trees topped with leaves; there were no shark-filled moats filled with lava, only a nearby pond with some fish in it. The whole setting, all of it, was merely a fantasy that Akko had cooked up last night to build a scene for her and her beloved girlfriend. Instead of being a hero and a demon lord in the heart of Pandemonium, they were two young girls naked in the woods.

It was little more than a year since Sucy had confessed to Akko, and what a busy year it had been: not only did Akko somehow not fail out of Luna Nova, but she learned all Seven Words of Arcturus, unlocked the Grand Triskellion, and reawakened the Yggdrasil the World Tree. After months of trail and error, and plenty of tutoring from both Professor Ursula and Sucy, Akko was steadily unlocking her magical potential, and the young witch's future never looked brighter. At the same time, Sucy was mere weeks from cracking the final ingredient in the poison her birth parents left with her, and thus discovering where she came from.

Maybe that's why she wanted to build a scene with Sucy: Akko wanted to celebrate all of their accomplishments together. On the other hand, Sucy and Akko had made love almost every single day for a year, so Akko also wanted to spicy up their love life. Fantasy scenes seemed like the way to go, and this could allow Sucy to explore her more... forbidden fetishes.

Still, maybe Akko had gone too far? Sure, this forest clearing was somewhat comfy and private, but they were still outdoors in their birthday suits, exposed to the elements. Did this make Sucy uncomfortable? Maybe she was trying too hard? Oh gosh, what if Sucy got really mad and they got into a fight and broke up and Akko would have to spend the rest of her life cold and alone and she would die without ever seeing Sucy again? No way, that couldn't happen, it couldn't!

With Sucy's butt still on her face, Akko awkwardly tapped her fingers together and said, “B-But if this is making you feel w-weird, we can just... stop? I-I don't wanna do anything you're not cool with, Sucy.”

Sucy sighed and rolled her eyes, but unseen by Akko, the pink-haired witch gave a small smile. For the time being, Sucy stopped jerking herself off and readjusted her balance on Akko. Luckily, her rump was so plump that it more or less completely covered Akko's head, so it wasn't difficult.

“No no, its fine. I just wish I knew beforehand what the set up was,” Sucy said. Her hands raising in the air, Sucy lowered her voice and wiggled her fingers around like she was casting a curse. “Er, I mean, whats the meaning of this, uh... hero chick?"

“Sorry! I really should have explained the scene out to you more!” Akko giggled to herself, but then the brunette cleared her voice and put on a serious tone.

“And my name is not 'hero chick!' I am the noble and totally awesome knight, Aki Kagari!" Akko said, careful to not throw Sucy off her face. “I'm the hero of light and the savior of mankind, beloved by children and all! I win the day by beating up the bad guys and look cool doing it. At least, that's my character.”

Akko gave Sucy a thumbs up. “And you're the dark demon lord of destruction, who bested Aki after my comrades and I fought off your hellish legions! My comrades sadly fell in combat, so it was up to me to stop you, and now that I'm beaten, there's nothing to stop you from taking over the world. You, uh, can give yourself a cool name too.”

Sucy was quiet. Whether it was quiet contemplation or boredom was hard to say, but finally, she spoke. Her voice was low and husky, and she let out a dark, heavy chuckle. “Fine then. I'll think of a name...”

Sucy leaned back, arms spread and fingers held in wicked claws before she burst out into a wicked cackle. The motion made Sucy grind her large, bulbous buttocks against Akko's face, while her hefty balls slapped the brunette's jaw over and over again. An outsider could have actually mistaken her as a demon queen as an aura of pure vileness poured out of the pink-haired witch and the skies themselves started to darken as a storm creepily rolled in from the East.

“My name... my name is the curse of heaven, the dark voice that whispers in mortal men's ears. My name is the cry of children trembling in the night, cowering before the hungry monsters that lurk in the shadows. My name is the last word on a dying man's lips as he sinks into oblivion and it shall be remembered throughout all time as the name as the first of the fallen.”

Sucy turned her head skyward as if challenging the heavens themselves, and with a loud cackle that was filled with thunder, shouted, “My name... my name... is... Sucy! Ehehehehe!”

There was a faint boom of thunder from the distant storm, and the shrill cries of Sucy's voice, which echoed through the forest before it faded away into silence. A toothy grin stretched across her face, the pink-haired witch looked down at Akko, tracing a pale finger up Akko's shoulder.

“After all, I'd say I'm pretty scary already. Why bother coming up with a new name when mine works just fine? Nothing else can compare to it.”

A cold shiver crept up and down Akko's spine. Sucy could be positively spooky when she wanted to be, and Akko both loved and hated that about her. But mostly loved.

“Y-You sure are!” Akko said, her voice tinged with equal parts fear and admiration. “And, uh, before we start: the safe word is 'Shiny Chariot,' okay?”

“Yeah yeah, sure, whatever,” Sucy said before she leaned back on her seat.

The Demon Lord Sucy rested upon her throne, grinding her hips into the face of the defeated hero, Aki. The brave hero gripped those juicy hips in an effort to push them off, but alas, Sucy was too strong for her. Aki could only gasp as she choked on those thick thighs while the scent of the Demon Lord's dick and nutsack assaulted her senses.

"C-curse you, foul demon..." Aki said, kicking her legs weakly. If only the brave knight could reach her holy stick, that is to say holy blade a few feet away, maybe she could still stop the Demon Lord. However, it was just out of reach alongside her trusty shield and school uniform, no, knight's armor. “I-I'll stop you somehow, I swear it! You won't take over the world under my watch!”

“But I think I already have...” Sucy replied, lifting her hips up before dropping them down for emphasis. She grinned when that elicited a sharp squeak from Aki. “After all, you're my throne cushion. Not even a hero. So sad for you.”

Sucy was quiet for a moment, fingers cupping her chin. “So, uh... you're nothing but my slave. And... I can do with you whatever I wish.”

In a faint whisper, Akko said, "That's it, Sucy! You're getting into it. Good job, keep it up!" Then, in a louder voice, Aki said, "S-Slave? Y-You wouldn't dare! What... what would you have me do?"

The brave hero of light, savior of mankind, champion of angels and all-around do-gooder fought some more against the Demon Lord, stroking those pale thighs to find some leverage. None was to be had; all Aki accomplished was brushing against the Demon Lord's impressive balls and cock, which was longer than an assassin's dagger. Her fingers traced along the hilt of that cock, swirling around it gently.

At the same time, Aki made the mistake of opening her mouth to breath. The Demon Lord's nutsack immediately flopped inside, making Aki suck on the balls. The nuts were damp and salty to the taste, which filled her mouth when Aki rolled the nuts around with her tongue. Despite her years of abstinence, the hero of light found that perverted taste devilishly delicious. Aki massaged those nuts in her mouth, careful to not pinch them between her teeth.

“G-good, you've already... started? Yes, do that. Suck on my heavy demon balls.” Sucy chuckled evilly, getting back into character. She sifted her weight, pressing her big balls down into Akko's mouth, almost smothering her girlfriend with her fat sack.

“In fact...you should be thanking me for even granting you permission!” She continued. “As if your mouth was actually worthy to suck on my flesh! Now harder, use your tongue more. And don't forget the shaft!”

Despite hating the idea of giving earth-shatteringly great pleasure to her girlfri– Demon Lord, Aki faithfully obeyed. She swirled her tongue around the meaty balls, giving each testicle attention. They barely fit on her tongue, so Aki fit each nut in her cheeks and sucked on them. The nuts tasted as salty like real nuts, and their musky smell filled Aki's senses with a fiendish flavor. It was enough to drive any mortal mad, and Aki preserved to hold onto her sanity.

At the same time, Aki's hand ventured further up the Demon Lord's shaft, gripping onto it firmly. When she reached the top, the brave knight teased the tip with a thumb, totally not of her free will or anything. Then she brought her hand back down to the hilt before starting the upward journey again.

“Yes, that's a good slave. Give yourself to me, you miserable excuse for a hero. It's amazing I didn't conquer the world sooner with only you as my main obstacle!” Sucy laughed. She moved back, pulling her nuts out of Akko's mouth, if only so the hero didn't choke. However, she kept Aki's hand firmly on her throbbing cock, guiding it with her own hand. If it meant breaking the hero's will utterly, then the Demon Lord would do anything to Aki.

“Heh, I bet your comrades were the only reason you got as far as you did, you loser hero. Now that they're gone, you're just a weak little girl before my mighty cock. If you worship it enough, maybe it will give you a delicious reward?”

  
Running her hand up and down the huge cock, Aki glared at the smoking hot Demon Lord. Memories of their starry night broom-ride crept inside her mind, and though some Sucy's words did hurt a bit, Akko found warmth in her memories and reminded herself that this was all pretend.

“I-I've only just begun to fight, you noxious fiend! I'm just bidding my time before I strike!” Grasping the cock tightly, Aki the hero of light raised her head. “Like right now! Taste the fury of my blessed tongue lashes, lord of all evil!"

With that, Aki licked the cock, starting at the base before rising upward. When she reached the tip, she swiveled her tongue around the pink head. Clear pre-cum already glistened at the tip, which she licked up quickly. No demon seed would escape her watch; she would vanish it with her mighty tongue of rapture!

Sucy suppressed a moan, doing her best to stay in-character. Instead, she scowled through the bright blush of her cheeks, laughing derisively at the defeated hero.  
“Please, is that all you've got? Those pitiful tongue lashes hardly even tickle,” She said, as she roughly grabbed the back of Aki's head. “In fact, I think you'll need far more than your tongue to conquer this beast.”

Then with a grunt, she pushed Aki's head down, forcing the other girl's mouth straight onto the thick shaft of her cock. She pushed Aki about halfway down, keeping her hand firmly on the girl's head.

  
“Now, let's see how you handle this challenge, loser hero...” The Demon Lord chuckled, leaning back.

The great hero Aki nearly choked when the Demon Lord forced her to swallow her nasty and definitely not sexy cock. To think the fiend would go this far! Was there no end to her depravity? With great reluctance, which can easily be mistaken for eager excitement, Aki swallowed the rest of the cock to its hilt, using her years of sword-swallowing practice to good use. She gave the cock a hard suck while fondling the Demon Lord’s balls before dragging her lips back up to the tip.

“You sick monster! Your overwhelming power and brilliant mind are a mockery of the creator! How could you fall so far, oh great fallen angel?” Aki gave the penis tip a kiss before swallowing again, repeating the action again and again. With her other hand, she drew circles around the Demon Lord’s asshole, using the monster’s own pre-cum to moisten her up. Gently, she poked a finger into the asshole and stroked the insides in and out, almost as if she enjoyed getting off Sucy.

Meanwhile, swirling her tongue around the cock and letting pre-cum and saliva smear across her face, Aki found herself getting lightheaded from the terrific smells. She could practically feel the fiend’s evil influencing her, corrupting her poor soul. Already she found her undying hatred for the Demon Lord waning, replaced with only absolute devotion for her demonic master. No! If she wasn’t steadfast, she would truly submit to the Demon Lord and be her slave for all time.

“Gah,” Aki said, giving the tip a sharp flick of the tongue. “You, you monster! Do you want to swallow my soul that badly? Please answer me, my sexy demon master? Wait, what are you making me say!?”

  
“Of c-course I do!” Sucy said, a small shudder going down her spine as Aki inserted a second finger inside her. She put both hands against the back of Aki's head and forced the hero straight down on to her shaft once again, until Akko was balls deep on her gigantic dick. She moaned, unable to stop herself this time. Her head leaned back, mouth hanging open while her long tongue hung out as heat and sweat poured off of her. It took all her effort to even complete the following sentence.

“A-and if you don't suck me well enough, I might just eat more than just your soul...”Almost as if to emphasize her statement, Sucy's stomach let out a deep rumble. It was delightfully ominous as the Demon Lord hadn't eaten anything breakfast to prepare for this scene.

While Aki was no genius like her former tactician ally, the great Dia of Cavendale, who tragically fell to an assassin's poisoned blade the night before, the hero of light knew how to put two and two together. No, no! Anything but that! It was said in hushed whispers and dark tones that demons were known to feast on the flesh of heroes. The holier the hero, the more power the demon would become. If the Demon Lord ate Aki, she might become powerful enough to storm the gates of the gods! Even eternity as the Demon Lord's corrupted sex slave was better than that.

So, as obviously horrible as this was, Aki the hero of light redoubled her efforts to pleasure the Demon Lord; if it meant sacrificing herself for the safety of the heavens, Aki would gladly throw herself upon a pyre. She took deeper and deeper swallows of the cock while she slipped a third finger into Sucy’s asshole, thrusting it up to the knuckle. Deep moans escaped her as she did so, and as the fingers of darkness wormed their way into Aki's soul and corrupted it by swallowing its light forever, Aki couldn't help but find the Demon Lord's blushing face and moans super cute and sexy. Because she didn’t clearly think that before any of this. Nope, not a lick.

Furiously sucking off Sucy as Aki was, it wasn’t long before the Demon Lord neared climax. Aki could tell because the Demon Lord put on a mask of concentration, as if she was fighting off climax to prolong her pleasure. However, the muscles throughout the Demon Lord tightened against her will as her whole body craved release. Fuck, fake mind control or not, that was just fucking hot look on Sucy.

Sucy gritted her sharp teeth together while her abdomen tightened. Pleasure coursed through the Demon Lord's body like waves of lava surging down a steep volcano. Aki was truly an expert of fellatio as she worked hard to tantalize and please the thick shaft. It was only a matter of time until... until... oh god.

Sucy came hard with a loud moan, her hands tightly ripping Aki's head. Her abdomen tightened into a knot nd her legs became stiff as stone. An immense stream of her hot seed shot into Aki's mouth and throat, almost at once causing the hero's cheeks to bloat out.

"Oooooh god..." Sucy said breathlessly, as she continued to empty her fat balls into her slave. This was the hardest she'd ever cum, and she was going to make sure Aki swallowed to the very last drop.

Aki stiffened up as she felt hot seed shoot into her mouth and coat her tongue with its creamy goodness. It was so thick and musky that it flooded the senses and drowned the mind, washing away every last trace of the hero of light and even the scene from Akko's mind, leaving only the quivering brunette witch behind. Akko briefly groaned as her cheeks filled up with cum, and unable to escape Sucy's firm grasp, Akko was forced to drink her girlfriend's jizz.

Gulp after gulp Akko drank, swallowing down what felt like a pint of cum. It was impossible for Sucy to contain so much cum inside her body, so it had to be the dick growth potion at work. Tears prickled and streamed from the brunette's eyes, and only stopped when she felt the stream dry out.

After one final swallow, Sucy let go of Akko's head as the pink-haired witch laid back. At the same time, Akko sighed and rested her head on Sucy’s lap beside that huge cock. Cum dripped from her lips as she breathed heavily. She planted a kiss every few seconds on the side of the cock, but otherwise was speechless: all she could think about was Sucy and her wonderful, amazing cock.

While Akko swam around in her sex-filled haze, Sucy gasped for breath as she hung her head back, leaning on both her arms to support her upper body. A bit of drool of dripped from the corner of her mouth. It felt like she had just poured her entire being into Akko, and for a moment she felt far too weak to move. But soon enough, she found herself gaining strength, and managed to sit up straight. The pink haired witch shook her head, clearing her mind, and trying to get back into character.

  
“Hmmph,” the Demon Lord said, shaking her head. “That blow job was... disappointing. You are truly a failure in every sense of the word, hero. Your flesh is not even worth eating; it would only give me indigestion. You can go ahead and just die...”

She loomed over Akko, her single red eye almost glowing in the darkening wood as the storm nearly reached the two. She raised a claw-tipped hand high, as if to strike down the defeated hero...

… only to gently stroke Akko's head instead. Sucy grinned as her girlfriend sleepily nestled into her lap, murmuring underneath her breath. The dick growth potion wore off and Sucy's large member disappeared in a twinkle of green magic, returning her womanhood to its former glory. Wiping away a stray trace of cum from Akko's lips, Sucy chuckled to herself.

“... so be grateful I'm not that mean, dummy,” Sucy the witch said. Akko hummed as Sucy stroked her head, and opening one eye, Akko looked up at her beautiful girlfriend.

“Hmm... so, did you have fun, Sucy?” Akko asked, her voice still sleepy. Sucy nodded her head.

“Yeah, it wasn't the worst sex we've had.” She smirked when Akko pouted and stuck out her tongue. “But I'll admit... it was pretty fun to tease you like a real demon.”

That put a smile back on Akko's face. “Hehe, great! So... do you wanna do another scene like this sometime?”

A dark twinkle entered Sucy's eye and the pink-haired witch grinned with her mouth of knife-like teeth. “Oh, definitely. Especially if it means... sating my full hunger. Ehehehe!”

“Now come on, let's go back. I don't want to get caught in the storm.”

Sucy moved to stand up, forcing Akko's head off her lap in the process. In a flash, Akko sprinted over to their clothes and tossed Sucy her uniform before quickly throwing her own clothes on. Once the two witches were fully dressed, the two witches flew off on their brooms just as the first raindrops fell, washing away the sweat and stains of their love-making from the Forest as it had done for others before, and would do many more times again.

 

 

**Notes for the Chapter:**

> Here is the fourth and final chapter of the Mushroom Maniac story. I originally planned to not post this story on AoE, but after talking with a few friends, the story wasn't much more smutty than the previous chapter: at most, it has the moment of pretend brainwashing. Given the implications of brainwashing in smut stories, I would wasn't sure if pretend brainwashing was too dark to add the chapter here. 
> 
> Either way, I do hope you all enjoy this chapter. Now that this is finished, I'll do my best to finish the "Heart of Anemone" story before the year ends.

**Author's Note:**

> A short, silly, and smutty story written to fill the aching void of my Sukko content. While I am currently balancing out a novel, a full time job and real life, I do hope to put out a few more Sukko stories before burning out and/or running out of ideas. 
> 
> Speaking of which, the last chapter of "A Child of Anemone" is nearing completion. There's only one scene left to write, so I hope to finish that story by Halloween. I also have a Halloween-themed Sukko story in development, though I cannot promise it will be complete by Halloween. 
> 
> For now, I just hope that everyone enjoys this story and continues loving LWA in their hearts, even as they move on through life.


End file.
